Nghị định 111/2007/NĐ-CP về tổ chức, quản lý tổng công ty nhà nước và chuyển đổi tổng công ty nhà nước, công ty nhà nước độc lập, công ty mẹ là công ty nhà nước theo hình thức công ty mẹ - công ty con hoạt động theo Luật doanh nghiệp

NGHỊ ĐỊNH

VỀ TỔ CHỨC, QUẢN LÝ TỔNG CÔNG TY NHÀ NƯỚC VÀ CHUYỂN ĐỔI TỔNG CÔNG TY NHÀ NƯỚC, CÔNG TY NHÀ NƯỚC ĐỘC LẬP, CÔNG TY MẸ LÀ CÔNG TY NHÀ NƯỚC THEO HÌNH THỨC CÔNG TY MẸ - CÔNG TY CON HOẠT ĐỘNG THEO LUẬT DOANH NGHIỆP

CHÍNH PHỦ

Căn cử Luật Tổ chức Chính phủ ngày 25 tháng 12 năm 2001;
Căn cứ Luật Doanh nghiệp nhà nước ngày 26 tháng 11 năm 2003;
Căn cứ Luật Doanh nghiệp ngày 29 tháng 11 năm 2005;
Xét đề nghị của Bộ trưởng Bộ Kế hoạch và Đầu tư,

NGHỊ ĐỊNH :

DECREE

ON ORGANIZATION AND MANAGEMENT OF STATE-OWNED CORPORATIONS AND TRANSFORMATION OF STATE-OWNED CORPORATIONS, INDEPENDENT STATE-OWNED COMPANIES, PARENT COMPANIES BEING STATE-OWNED COMPANIES UPON THE FORM OF PARENT - SUBSIDIARY COMPANIES OPERATING UNDER THE LAW ON ENTERPRISE

THE GOVERNMENT

Pursuant to the December 25, 2001 Law on Organization of the Government;
Pursuant to the Law on State owned Enterprises dated November 26, 2003;
Pursuant to the Law on Enterprises dated November 29, 2005;
At the proposal of Minister of Planning and Investment,

DECREES:

Chapter 1:

GENERAL PROVISIONS

Article 1. Scope of governing

This Decree stipulates on:

1. Organization and management of corporations which are decided to invest in and establish by the State, the corporations which are decided to invest in and establish by the companies themselves in the period not yet transferred to operate under the Enterprise Law.

2. Conversion of the Corporations which are decided to invest in and establish by the State, of the corporations which are decided to invest in and establish by the companies themselves, the member companies accounted independent of the Corporations which are decided to invest in and establish by the State, the independent state companies into the form of parent - subsidiary companies operating under the Enterprise Law.

3. Form of parent - subsidiary company in which parent company is the one member limited liability company owned by the State.

Article 2. Subjects of application

Subjects applicable to this Decree include:

1. Corporations which are decided to invest in and establish by the State.

2. Corporations which are decided to invest in and establish by the companies themselves.

3. State-owned Company is the parent company of the corporation under the form of parent - subsidiary company and economic group.

4. The parent company is one member limited liability company owned by the State.

Article 3. State administration and management of state ownership for the state-owned corporations, the parent company owned by the State

State-owned Corporations, parent companies owned by the State in the form of parent – subsidiary companies, parent companies to be of the corporations submit to the State administration by state agencies at all levels in accordance law regulations and management of representatives of the owners upon the centralization, assignment from the Government.

Chapter 2:

THE COPORATIONS DECIDED FOR INVESTMENT AND ESTABLISHMENT BY THE STATE

Article 4. The corporations decided for investment and establishment by the State

1. Corporations decided to invest in and establish by the State is the form of association, collection of member companies accounting independent and other member units as prescribed by law, having close relationship together on economic benefits, technology, market and other business services, operating in one or several main economic - technical subjects to enhance the accumulation and concentration of capital and business specialization of the member units and the entire corporations.

2. Corporation has legal entity status, private name, seal, management apparatus and administration, head office in the country, with rights and obligations of the state-owned company under regulations of the State-owned Enterprise Law, operating under the Charter of corporation and the provisions of law.

3. Corporations decided to invest in and establish by the State include the corporations which were reorganized from the corporations established under the 1995 State-owned Enterprise Law and the corporations which were founded newly under the 2003 State-owned Enterprises Law. The reorganization of the corporations complies with the provisions of the Government on the reorganization and dissolution of State companies.

Article 5. Conditions to organize the corporations decided for investment and establishment by the State

Conditions to organize the corporations decided for investment and establishment by the State are according to provisions in Article 48 of the Law on State-owned Enterprise and provisions issued by the Government.

Article 6. Member units of corporations

1. Corporation decided to invest in and establish by the State has member units invested the entire charter capital in by the corporation, the member units held shares, dominant contributed capital by the corporation.

2. The units invested all charter capital by the corporation include:

a) Independent accounting member companies operating under the State-owned Enterprise Law, this Decree and Charter of the corporation in the period not yet transferred to operate under the Enterprise Law.

b) Dependent accounting member units and practice units operate as assigned by the corporation under the provisions in charter of the corporation.

c) One member limited liability company owned by the corporation is organized and operates under the Enterprise Law.

d) The enterprise invested entire charter capital by the corporation is established in the foreign countries, organized and operates under the laws of such foreign countries.

đ) Depending on the size and business needs, the corporation may have finance company organized and operating under the Law on Credit Institutions and the guidance of the State Bank, under Charter of the corporation and the provisions of relevant law.

3. The member units held shares, dominant contributed capital by the corporation, include:

a) Shareholding companies, limited liability Company with shares, dominant contributed capital of corporation operating under the Enterprise Law.

b) The enterprises held shares, dominant contributed capital by the corporation are established in the foreign countries, organized and operate under the laws of such foreign countries.

Apart from the member units provided in clause 2 and clause 3 of this Article, the corporation can contribute capital of not dominating into the limited liability companies with two or more members, shareholding companies, companies in the foreign country.

Article 7. Capital, assets, finance of corporations

1. Capital, assets, finance of corporations:

a) The capital of the corporation includes capital invested in the corporation by the State, capital mobilized by the corporation itself and other types of capital in accordance with the law regulations.

b) Charter capital of the corporation is the capital invested by the State and recorded in the charter of the corporation, including: the state capital invested initially, additionally and capital accumulated by its own are concentrated in accounting in the corporation; state capital in the subsidiaries accounting independent; state capital invested by corporations and invested directly by the State in the shareholding companies, limited liability companies, overseas companies and assigned to the corporation to manage. When the increase or decrease of charter capital happens, the corporation must promptly adjust in assets balance sheet and register additional capital.

c) The assets of the corporation include: liquid assets and fixed assets which are formed from charter capital of the corporation, loans and other legal capital sources managed and used by corporation.

d) The value of land use rights is included into capital of the corporation in accordance with the law regulations.

đ) State budget capital is invested only through the corporation. Based on the needs and business efficiency, the corporation may decide to invest, adjust investment capital or decide not to invest in the member units and other enterprises.

e) Profits of corporations include profit from business operations, profit from financial investments and profits from other activities of the corporations.

g) The funds of the Corporation include the financial reservation fund, development investment fund, the reward fund, welfare fund and other funds as prescribed by law.

2. The specific regulations on capital, assets and finance of the corporation shall comply with the financial regulation of state-owned company and management of state capital invested in other enterprises issued by the Government.

Article 8. Managerial, organizational structure of corporations

1. The Corporation has the managerial, organizational structure, management including the Board of management, inspection committee, General director, the deputy directors, chief accountant and the assistant apparatus.

2. Member companies accounting independent have the managerial, organizational structure, including: directors, deputy directors, chief accountant and the assistant apparatus. The functions, duties, powers and standards of the director and deputy directors, chief accountant and the assistant apparatus are defined in Item I Chapter IV of the State-owned Enterprise Law and this Decree.

3. Business units and units accounting dependent of the corporation have managerial, organizational structure under regulations approved by the Management Board of the corporation.

4. Financial company has managerial, organizational structure under relavent laws on financial company and operation charter passed by the Management Board of the corporation, approved by the State Bank.

5. Unit members are one member limited liability companies owned by corporation, limited liability companies with two or more members, and the shareholding companies with managerial, organizational structures in accordance with law regulations on forms of such member units.

Article 9. Management Board of corporations

1. Board of Management has functions as provided for in Article 29 of the Law on State-owned Enterprises; representatives of the owners of one member limited liability companies owned by corporations, independent accounting member companies; representatives of the contributed capital portion of corporation in other enterprises.

2. Board of Management uses office, the professional divisions, departments of corporation and a standing division with less than five staffs to advise and help the works. The standing division performs tasks assigned by President of the Management Board of the corporation.

3. Specific duties and powers of the Management Board as follows:

a) To perform duties and powers as prescribed in clause 1, points b, c, d, e, g clause 2, clauses 3, 4 and 5 Article 30 of the State-owned Enterprise Law.

b) To decide on strategy, long-term plans, annual business plan, the business lines of the corporation, independent accounting member company, unit accounting dependent, business units, the one member limited liability company owned by the corporation, financial companies (if any); decide on business coordination plan of the member units owned by the corporation the entire charter capital or shares or dominant contributed capital.

c) To decide the use of capital of the corporation to invest in establishment of member units owned by the corporation the entire charter capital and purchase shares, contribute capital into other enterprises, but not exceeding the investment capital rate under the decision power of the Board of management specified in point b clause 2 Article 30 of the Law on State-owned Enterprises and the provisions of relevant laws; to decide on the reorganization, dissolution or conversion of ownership for the independent accounting member companies of corporation and one member limited liability company owned by the corporation with capital rate not exceeding the specified level for the Management Board in investment to establish enterprise accordance with the law regulations; to decide on receiving the enterprises to voluntarily participate as affiliates of the corporation in accordance with the law regulations.

d) To decide on increase of charter capital, transfer of part or all of charter capital of the one member limited liability company owned by the corporation for other organizations and individuals as stipulated in Article 64 of Law on Enterprise.

đ) To decide on managerial, organizational structure of independent accounting member companies, financial companies (if any) as specified in the Law on Credit Institutions. To decide on application of the managerial, organizational structure of members council or chairman of the company of the one member limited liability company, the number and structure of members of members council; to decide on appointment, dismissal, demotion and to decide on the remuneration or salary for members of the members council, the company president, inspector of the one member limited liability company owned by the corporation.

e) To decide on appointment of representative for contributed capital portion of corporate in other enterprises at the proposals of the General Director. Board of management does not exercise rights and obligations of owners for contributed capital portion of the member companies in other companies.

g) To approve charter of independent accounting member companies, one member limited liability company owned by the corporation; to approve the operation regulation of the dependent-accounting units, business units; to pass draft charter of the financial company (if any), submitting to the Governor of the State Bank for approval.

h) To pass the annual financial statements of the corporation, independent accounting members company, one member limited liability company owned by the Corporation and consolidated financial statements of all total corporation; to approve the plan of use of after-tax profit of independent accounting members company, one member limited liability company owned by the Corporation.

i) To inspect, supervise chairman and members of the members council or company presidents and general director (director), inspector of one member limited liability company owned by corporation, directors of the member units to be independent accounting members company, dependent accounting members units, business units, financial companies (if any) and the representatives for the contributed capital portions of the corporations in another enterprise in the implementation of the functions and duties prescribed by the State-owned Enterprise Law, Enterprise Law and this Decree.

k) To implement duties, powers according to the charter of the corporation and relative law.

4. Chairman of the Board of Management has the powers and duties as prescribed in Article 33 of the Law on State-owned Enterprises. Chairman of the Board of Management and Management Board members have the duties and responsibility as stipulated in Article 43 of the Law on State-owned Enterprises, are participated in the management other company when meeting all the conditions stipulated in Article 36 of the Law on State-owned Enterprises.

5. Working regime of the Board of Management is according to provisions in Article 34 of the Law on State-owned Enterprises.

6. Standard, member structure, the appointment, dismissal and replacement of Management Board members shall comply with the provisions of Article 31, 32 of the State-owned Enterprise Law and the involved law regulations. The process of appointment and dismissal of the chairman and members of the Management Board shall comply with the decision of the Prime Minister.

7. Salary and bonus regime of the Management Board shall comply with the provisions of Article 35 of the Law on State-owned Enterprises, the Government's regulations and other provisions of law on salary, bonus regime and the accountability regime for members of the Management Board, Inspection Committee, General Director, State-owned enterprise’s Director; the law regulations on regime of wage and labor management, wages and income in the State-owned enterprise and related law regulations.

Article 10. Inspection Committee of corporation

1. The Management Board formulates Inspection Committee including from 3 to 5 members.

The Management Board decides to appoint a member of the Management Board as Head of Inspection Committee. Chairman of the Management Board, General Director, and Deputy Director are not allowed to keep the position of head of Inspection Committee. Other members of the Inspection Committee selected, appointed, dismissed by the Management Board including a member appointed by the union organization of the corporation.

Member of the Inspection Committee must meet the standards specified in clause 4 Article 37 of the Law on State-owned Enterprises.

2. The term of the members of the Inspection Committee is upon the term of the management Board. Members of the Inspection Committee shall receive wages and bonuses according to the decision of the Management Board in accordance with the law regulations on salary, bonuse regime and the Law on State-owned Enterprises.

3. The Inspection Committee operates under regulations approved by the Management Board, having duties, powers and responsibilities as follows:

a) To inspect and valuate the legality, accuracy and honesty in management, administration of the business operations, the accounting records, financial statements and the compliance with charter of the corporation, resolutions and decisions of the management Board, the decision of the Chairman of the Management Board for the member units invested the entire charter capital by the corporation.

b) To perform tasks assigned by the Management Board; report to the Management Board monthly, quarterly, annually and upon case on its supervison, inspection results; promptly detect and report to the Management board for the abnormal activities, contrary to the provisions on corporate governance or signs of law violation.

c) Not to disclose the results of inspection and supervision without permission of the management Board; take responsibility before the Management Board and law for the acts of deliberately ignore or cover up for violations.

d) To take responsibility before the Management Board and law for all the activities of the Inspection Committee.

Article 11. General Director, deputy general directors, chief accountant and the assistant apparatus

1. General Director is the representative at law, administer the daily activities of the corporation with the goals and plans in accordance with charter of the corporation and the resolutions and decisions of the management Board; take responsibility before the Management Board and law for the implementation of the rights and duties assigned.

General Director shall have duties, powers specified in Article 41 of the Law on State-owned Enterprises and the folowing duties and powers for the member units:

a) To make business coordination plan among the member units submitting to the Management Board; to implement common business coordination plan, plans to invest between member units.

b) To check the member units in performance of the norms and standards, unit prices specified within the corporation.

c) To decide on selection, signing, termination of contract or appointment, dismissal, reward or discipline; to decide the salaries and allowances for: director, chief accountant of the independent accounting member company, business units of the corporation after the approval of the Management Board; Deputy Director of the independent accounting members company, business units of the corporation at the request of the director of these units.

d) To recommend the Management Board to decide on appointment of representative of contributed capital portion of corporate in other enterprises.

2. Deputy General Director recommended by the General Director for the management Board to appoint, dismiss, demote or sign, terminate contract, reward, discipline, decide on salary. Deputy General Director helps General Director to administer the corporation upon assignment and authority of the General Director; to take responsibility before General Director and the law on the duties assigned or authorized.

3. Chief accountant of the corporation recommended by the General Director for the management Board to appoint, dismiss, demote or sign, terminate contract, reward, discipline, decide on salary. Chief Accountant is responsible for implementation of accounting tasks of the corporation; to help the General Director to supervise finance in the corporation according to accounting, financial law; to take responsibility before General Director and the law on the duties assigned or authorized.

4. Standard of General Director; the selection, appointment, dismissal, contract signing, termination with the General Director, Deputy Directors, Chief Accountants; obligations and responsibilities of the General Director, the relationship between the management Board and General Director in management and administration of the corporation, shall comply with Article 24, 40, 42 and 43 of the Law on State-owned Enterprises.

5. Offices and professional departments, boards and services have functions to advise and assist the Management Board, General Director in management and administration of assigned tasks.

6. Salary and bonus regime of the General Director, deputy General Director and Chief Accountant shall comply with the provisions of clause 11 Article 41 of the Law on State-owned Enterprises; provisions of the Government on salary, bonus regime and responsibilities regime for members of the Management Board, Inspection Committee, General Director, Director of state-owned enterprise; law regulations on regime of wage, labor management, wages and income in the State-owned companies and concerned law regulations. Regime of salary and bonus settlement of General Director and deputy General Director, Chief Accountant is prescribed in clause 10 Article 26 of the Law on State-owned Enterprises and and concerned law regulations.

Responsibilities regime associated with salaries and bonuses of the Director General is implemented ​​under the provisions in clause 3 and clause 5 Article 43 of the Law on State-owned Enterprises.

Article 12. Independent accounting member companies and relationship between the corporation with independent accounting member companies

Independent accounting member companies are the member units of the corporation, having legal entity status, autonomy in trading and submitting bind on the rights and obligations to the corporation as follows:

1. Capital of independent accounting member companies includes: capital invested in the company by corporation, capital raised by the company and other sources of capital in accordance with the law regulations.

For independent accounting member enterprises of the corporation established under the 1995 State-owned Enterprise Law that after the reorganization was converted to the independent accounting member company, the state capital portion in this company is converted into capital for investment in the company by corporation, the corporation is the owner of the independent accounting member company.

2. Independent accounting member companies have the following rights toward capital and assets of the company: management and proactive use of company capital and capital invested by the corporation; to take possession and use of capital, assets of the company for doing business, the implementation of the lawful interests from capital and assets of the company; to dispose the capital, assets of the company in accordance with provisions of the State-owned Enterprise Law, this Decree and the relevant legislation; to use and manage state assets assigned or leased by the State such as land, natural resources in accordance with regulations of the law on land and natural resources.

The corporations are not allowed to remove their capital invested in the independent accounting member companies and capital, assets of these member companies under the mode of non-payment, unless they decide to reorganize the independent accounting member companies or perform objectives to provide public-utility products and services.

3. When being requested, ordered goods or participated in auction by the State to perform utility activities, the company has the rights and obligations as stipulated in Article 19 of the Law on State-owned Enterprises.

4. Independent accounting member companies submit to the binding on the rights and obligations to the corporation as follows:

a) To perform general business plan of the corporation; to perform ​​the tasks of production and business assigned by the corporation on the basis of economic contracts with the corporation; to take responsibility for the effective coordination of business activities with the corporation; to be self-signed economic contracts and implemented economic contracts signed and transferred to by the corporation.

b) To decide on investment projects in the company and to invest, contribute capital into other companies upon decentralization of the corporation; to participate in forms of investment with the corporation or assigned by the corporation to organize the implementation of investment projects according to the plan of the corporation on the basis of contract signed with the corporation.

c) To take responsibility before the corporation on the using effectiveness of capital and resources invested by the corporation, to preserve and develop capital invested by the corporation and capital raised by the company; To take responsibility before the corporation on the use of funds for investment to establish other enterprises; To take self- civil responsibility with all of their assets; periodically re-evaluate the company's assets in accordance with provisions of the Government and the charter of the corporation.

The Corporation is responsible for the debts and other obligations on assets of the independent accounting member company within the charter capital of the company.

d) May request the corporation to decide or authorized by the corporation to decide on the establishment, reorganization, dissolution or merger of the dependent accounting units and decide on the managerial apparatus of the dependent accounting units.

đ) To set up and apply norms of labor, materials, unit wages and other costs on the basis of ensuring the effectiveness of the company's business, in accordance with the provisions of law and charter of the corporation.

e) After completing its tax obligations, loss transfer according to provisions of the Corporate Income Tax Law, the implementation of other financial obligations as prescribed by law, setting up a financial reservation fund, the remaining profit is divided by capital invested by the corporation and capital mobilized by the company. Profit divided by capital invested by the corporation is used to reinvest in the state capital increase in the company or make concentrated fund of the corporation in accordance with provisions of the Government. Profit divided by capital capital mobilized by the company may be deducted part for the development investment fund of the company at the rate prescribed by the Government; the remainder decided on the distribution into the reward fund and welfare fund by the company.

g) The company is obliged to do profitable business, ensure the profit rate target on capital invested and assigned by the corporation; to register, declare and pay all taxes and obligations to the corporation and other financial obligations as prescribed by law.

h) To perform the regime of accounting, auditing and financial report, statistical report in accordance with the law regulations and as required by the corporation; to submit to the supervision and inspection of the corporation; periodically report accurately and completely information of company and financial reports of company to the corporation; to comply with the regulations on the inspection of financial agencies and the competent state agency under the provisions of law.

i) Other rights and obligations in accordance with the Law on State-owned Enterprises and relevant laws.

Article 13. The relationship between corporations with business units, the dependent accounting units and the financial company of corporations

1. The business units implement the regime of decentralized accounting prescribed by the corporation; to be created the revenue source from the performance of the contracts to provide services, scientific research and technology transfer training with the units inside and outside the corporation. The business units operate under charter or regulation approved by the Management Board of the corporation.

2. Dependent accounting units of the corporation may take the initiative to sign economic contracts, implement the business, financial operations, organization and personnel designated by the corporation specified in the charter or organizational and operational regulations of these units approved by the Management Board of the corporation. The Corporation is responsible for financial obligations incurred for the commitments of these units.

3. The financial company of corporations is organized, operates and related to corporations under the law on credit institutions, guidance of the Ministry of Finance, State Bank and operation charter passed by the Management Board of the company and approved by the State Bank.

Article 14. The relationship between corporations with one member limited liability company owned by the corporation

The Corporation takes ​​the rights and performs obligations of owners for the one member limited liability company owned by the corporation as specified in clause 1 Article 64, Article 65 and Article 66 of the Law on Enterprises, charter of the corporation, the Government’s regulations and other provisions of law.

Article 15. The relationship between corporate and the companies with dominant shares, dominant contributed capital of each company

1. Companies with dominant shares, contributed capital of the corporation were founded, organized and operate under the Enterprise Law, the provisions of relevant laws and charter of the corporation. Corporation exercises the rights and performs obligations of shareholders or member contributing dominant capital in the company according to provision the Law on Enterprises.

2. The Corporation implements the management of its dominant shares, contributed capital in the other enterprises as stipulated in Article 58 of the Law on State-owned Enterprises and Government’s regulations on the management of the share capital, dominant contributed capital and management of state capital invested in other enterprises.

Article 16. The relationship between corporations and the companies with non-dominant shares, contributed capital of the corporation

1. The shareholding companies, limited liability company with two members or more, overseas companies having shares, contributed capital of the corporation holding from 50% or less of charter capital, are is not member unit of the corporation and not dominated by corporation.

2. Companies with non-dominant shares, contributed capital of the corporation were established, organized and operate under the Enterprise Law, relevant regulations of laws and charter of the company. The Corporation implements the management of its shares, contributed capital in these companies as stipulated in Article 59 of the State-owned Enterprise Law, Enterprise Law and the regulations of the Government on the management of State capital invested in other enterprises.

Article 17. Responsibilities of the corporations

1. The Corporations are not allowed to abuse the position of the company holding the entire charter capital or holding dominant shares, contributed capital for the member units to be independent accounting member company, one member liability limited owned by the corporation, shareholding companies, dominant contributed capital of the corporation to harm the interests of member units, creditors and relavent parties.

The corporations are not allowed to make the provisions in the charter of the independent accounting member company, one member liability limited owned by the corporation harming the interests of the company, creditors and relavent parties.

2. In case of implementing the following acts without the agreement with member units referred to in clause 1 of this Article causing damages to the member units, the corporation shall be liable for paying compensation of damages for the member units and relavent parties:

a) To force member units to sign and implement unfair and disadvantage economic contracts over the member units.

b) To transfer capital, assets of the member units, causing damage to the member units being transferred.

c) To transfer some business activities to be effective, profit from this member unit to other member unit without agreement with the member units being transferred, leading to the being-transferred member units to be lost or to be reduced seriously its profits.

d) To decide on tasks for production and business toward member units contrary to the charter and law; to assign tasks of implementation to the member units not based on signing economic contracts with these units.

đ) To force unit members to lend the corporation or other member units at low interest rates, with unreasonable loan and payment conditions or to provide loans for the corporations or other other member units to implement the risky economic contracts for the business activities of the member units.

Chapter 3:

ENTERPRISE ORGANIZATION ACCORDING TO FORM OF PARENT- SUBSIDIARY COMPANIES

ITEM 1: FORM OF PARENT- SUBSIDIARY COMPANY THAT PARENT COMPANY IS THE STATE-OWNED COMPANY

Article 18. Subjects and duration of application of the parent– subsidiary company form that the parent company is state-owned company

Regulations on the form of parent - subsidiary company that the parent company is state-owned company mentioned in this Item shall apply only to the state-owned corporations, independent accounting member company of the state-owned corporation, independent state-owned company has been converted to the form of parent - subsidiary company under the Decree No.153/2004/ND-CP August 09, 2004 of the Government on organization and management of the state-owned corporation and conversion of state-owned corporation, independent state-owned company into the form of parent - subsidiary company. The time limit of appliction is from the effective date of this Decree to July 01, 2010.

Article 19. The corporation in the form of parent - subsidiary company that the parent company is the state-owned company

1. The corporation in the form of parent - subsidiary company is the form of associateding and mutual dominance by investment, capital contribution, trade secret, trademark or market between the enterprises with legal entity status, including a state-owned company holding right to dominate other member units (called as the parent company for short) and other member enterprises to be dominated by parent company (called as subsidiary company) or having a non-dominant contributed capital of the parent company (called as associated company).

2. The combination of parent company and subsidiaries has no legal entity status. The parent company has legal entity status, its own name, seal, managerial and administrative apparatus with head office in the country.

Article 20. The structure of the corporation in the form of parent - subsidiary company that the parent company is state-owned companies

The corporation in the form of parent - subsidiary company operating under this Decree has the organizational structure as follows:

1. Parent company is the state-owned company, operating under the Law on State-owned Enterprises and this Decree; formed from the conversion, organization of corporation, independent accounting member company of the corporation, the independent state company or on the basis of an investment company, to purchase shares or contribute capital and other resources in the subsidiaries, associated companies.

2. The subsidiaries:

a) Companies with dominant contributed capital of the parent company include: limited liability companies with two or more members, shareholding companies and overseas companies.

b) One member limited Liability Company owned by the parent company.

If the structure of corporations in the form of parent - subsidiary company has type of subsidiary to be one member limited liability company, it must have type of subsidiary as defined in point a clause 2 of this Article.

3. Parent company may have the associated companies to be companies with non-dominant contributed capital of its parent company, organized in the form of Limited Liability Company with two or more members, Shareholding Company, overseas company.

Article 21. The functions and managerial structure of the parent company being state-owned companies

1. The parent company has functions of direct production, business and financial investments in other enterprises or only makes financial investments in other enterprises. The parent company has the rights and obligations of the state-owned companies as specified in Chapter III of the Law on State-owned Enterprises; to exercise rights and perform obligations of owners, members or shareholders in the subsidiaries and associated companies.

2. The parent company has managerial structure including the Management Board, Inspection Committee, General Director, the deputy Director, Chief Accountant and the assistant apparatus. The managerial apparatus of the parent company is the apparatus of the corporation.

Article 22. The Management Board of parent company being the state-owned company

1. Management Board of parent company has functions, duties and powers as the Management Board of the corporation decided to invest and set up by the State; has working regime, structure of members, implementation of duties and powers as specified in clause 1, point a clause 3, clause 4, 5 and 6 of Article 9 of this Decree and the specific duties and powers as follows:

a) To decide on strategy, a long-term plan, annual business plans, business lines of the parent company, dependent accounting units, and business units of parent company; decide on plans for business cooperation of parent company with its subsidiaries.

b) To decide on use capital of parent company for investment to establish the subsidiary to be one member limited liability company and purchase shares, contribute capital in other enterprises but not exceeding the investment capital level under competence to decide of the management Board as specified in point b clause 2 Article 30 of the Law on State-owned Enterprises and the provisions of relevant laws; decide on the reorganization, dissolution or conversion of ownership for the subsidiary to be the one member limited liability company with capital scale not exceeding the levels specified for the Management Board in investment to establish enterprises in accordance with the law regulations.

c) To decide on charter capital increase, transfer of part or all of charter capital of the one member limited liability company owned by the parent company for the other organizations and individuals as stipulated in Article 64 of Law on Enterprises.

d) To decide on application of the organizational, managerial structure of the members council or company chairman of the one member limited liability company, the number and member structure of the members council; to decide on appointment, dismissal, demotion and to decide the remuneration or salary for members of the members Council, the company president, inspector of the one member limited liability company. The members Council does not make rights and perform obligations of owners for contributed capital portion of subsidiaries in other companies.

đ) To exercise rights and obligations of shareholders and members in the companies with shares, contributed capital of the parent company.

e) To pass the annual financial statements of the parent company, one member limited liability company; consolidated financial statements, collective reports on annual business results and collective report on the management, administration of the enterprises in the form of parent - subsidiary company; to approve use plan of after-tax profit of one member limited liability company.

g) To inspect and supervise the chairman and members of the members council or company president and general director (director), inspector of the subsidiary to be one member limited liability company, directors of the dependent accounting member units, business units; the representative for the contributed capital portion of the parent company in another enterprise in the implementation of the functions and duties prescribed by the State-owned Enterprise Law, Enterprise Law and this Decree.

h) To exercise the other rights and duties under the provisions of the charter of parent company and related legislation.

2. Salary and bonus regime of the Management Board shall comply with the provisions of clause 7 Article 9 of this Decree.

Article 23. Parent company’s inspection committee being the State-owned company

Inspection committee is established by the Managent Board of the parent company, having structure, functions, tasks and regime of operation as stipulated in Article 10 of this Decree.

Article 24. General Director, deputy directors, chief accountant and the assistant apparatus

1. General Director, deputy general directors, chief accountant and assistant apparatus of the parent company have duties and powers as stipulated in Article 11 of this Decree:

2. Salary and bonus regime of General Director, deputy general directors and chief accountant shall comply with the provisions in clause 6 Article 11 of this Decree.

Article 25. The relationship between the parent company being state-owned company and subsidiary to be one member limited Liability Company

1. The parent company is the owner of one member limited liability company to be established newly by parent company or converted from independent state company, independent accounting member company of corporation. The parent company exercises rights and obligations of owner for one member limited liability company as defined in Article 64, Article 65 and Article 66 of the Enterprise Law, charter of the company and the provisions of the Government on the transformation of state-owned companies into one member limited liability company.

2. One member limited liability company is organized and operates under the Enterprise Law, the provisions of the Government on the transformation of state-owned companies into one member limited liability company and the relevant law provisions.

Article 26. The relationship between the parent company to be state-owned companies and subsidiaries being shareholding companies, limited liability companies with two or more members and overseas companies

1. Subsidiaries are shareholding companies, limited liability companies with two members or more, overseas companies having dominant shares, contributed capital of its parent company founded, organized and operating under the Law on Enterprises, foreign laws and related law regulations.

2. Parent company takes rights, performs obligations and responsibilities of shareholders, members, the associated venture party, dominant capital-contributing party under provisions of law and charter of the shareholding company, dominant contributed capital of the parent company.

3. The parent company directly manage shares, dominant contributed capital in shareholding companies, limited liability companies and overseas companies; has the rights and obligations to shares, dominant contributed capital under the provisions in Article 58 of the Law on State-owned Enterprises.

Article 27. The relationship between the parent company being state-owned companies and associated companies

The parent company implements its right to manage contributed capital portion in the associated companies under the provisions of Article 59 of the Law on State-owned Enterprises.

Article 28. The responsibility of the parent company being state-owned companies

The responsibility of the parent company for its subsidiaries in the case of parent companies abuse the position holding the entire charter capital or holding dominant shares, contributed capital to harm the interests of the subsidiaries, the creditors and relevant parties is conducted as to the corporations specified in Article 17 of this Decree.

ITEM 2: FORM OF PARENT - SUBSIDIARY COMPANY THAT PARENT COMPANY IS ONE MEMBER COMPANY LIMITED OWNED BY THE STATE

Article 29. Applicable subject of form of parent - subsidiary company that parent company is one member company limited owned by the state

1. State-owned corporation, the independent accounting member companies of State-owned corporation, independent state-owned company reorganized and converted upon the form of parent - subsidiary company in which the parent company is one member limited liability company owned by the State.

2. State-owned companies are subject to change to the form of one member limited liability company owned by the State; being the parent company of: the corporation due to the companies invest in by themselves and establish, the combination of the parent - subsidiary companies, economic group decided to establish by the Prime Minister.

3. One member limited liability company owned by the State to implement investment, purchase shares, contribute capital in other enterprises and play the role of being the parent company of such enterprises according to clause 15 Article 4 of the Enterprises Law.

Article 30. Parent company to be one member company limited

1. The parent company exercises the rights and obligations of one member limited liability company member being the organizations defined in Item II Chapter III of the Enterprise Law.

2. The parent company has direct business, production functions and financial investment in the other enterprises or only implements financial investment in the other enterprises.

3. Based on the characteristics, size, number of subsidiaries operating in the domestic and abroad areas, the owner of the company decide on the managerial, organizational structure the of the parent company under the model of the members council, General Director (Director), Inspectors or model of the company President, Director and Inspectors.

Article 31. Subsidiaries, associated companies

1. Subsidiaries are those who meet one of the following conditions:

a) Being hold 100% of charter capital by the parent company.

b) Being hold dominant shares, contributed capital by the parent company (over 50% of charter capital or total common shares issued by companies).

c) Being directly or indirectly appointed by the parent company majority or all members of the Management Board, General Director (Director) of the company.

d) Being decided on amendment, supplementation of charter of the company by the parent company.

2. The subsidiaries may be organized in the form of one member limited liability company, limited liability companies with two or more members, shareholding companies, overseas subsidiaries; operate under the Law on Enterprises, foreign laws, relevant law regulations and charter of the company.

3. The parent company may have the associated companies being the companies organized in the form of limited liability companies with two or more members, shareholding companies, overseas companies under the Enterprise Law, the foreign laws and relevant law regulations. The associated companies are the companies not subject to the provisions in clause 2 of this Article, but having the long term relationships on economic benefits, technology, markets and business services different from the parent company.

Article 32. The relationship between parent company and subsidiary company, associated company

1. Parent company takes the rights and performs obligations of owners for one member limited liability company owned by parent company under the provisions in clause 1 Article 39, clause 1 Article 64, Article 65 and Article 66 of the Enterprise Law, charter of the company and the provisions of the Government on the conversion of state-owned companies into one member limited liability company.

2. The parent company directly exercises their rights and obligations of shareholders or members in the subsidiaries, associated companies of the parent company. The exercise of dominant rights of the parent company in the subsidiaries being shareholding companies, limited liability companies with two or more members, overseas subsidiaries in accordance with provisions of the Enterprise Law, charter of the company which has dominant shares, contributed capital of the parent company and the guidance of State owner on management of dominant shares, contributed capital of the State.

3. The cmpanies having no contributed capital of its parent company, volunteering to participate in the form of parent - subsidiary company, shall be subject to the constraints on the rights and obligations with the parent company and other subsidiaries under association contracts or by agreement between parent company and company volunteering to participate in.

Article 33. Obligations of parent company, subsidiary company

1. The parent company, subsidiary is obliged to implement the financial statements of the group of companies as defined in Article 148 of the Enterprise Law; to implement contracts, transactions and other relations as stipulated in clause 2 Article 147 of the Enterprise Law and other provisions of relevant law.

2. Where the parent company abuses its position to intervene beyond the authority of the owner, member or shareholder harming the interests of the subsidiaries, the concerned parties, the parent company and relevant parties must take responsibility as stipulated in clause 3, 4, 5 and 6 of Article 147 of the Enterprise Law and other provisions of relevant law.

Chapter 4:

REORGANIZATION, CONVERSION OF ENTERPRISE UPON THE FORM OF PARENT-SUBSIDIARY COMPANY

Article 34. Object of reorganization, conversion

1. The reorganization, conversion of state corporations upon the form of parent company - subsidiary company aiming to move from association according to administrative style with mechanism of assigning capital to the close association by machanism of financial investment as majority; clearly identifying the interests and responsibilities on capital and economic interests between the parent company with subsidiaries and associated companies; strengthening the business capacity for the units participating in association; creating conditions to develop economic groups.

2. The reorganization, conversion of independent state-owned companies, independent accounting member companies of corporations upon the form of parent company - subsidiary company aiming to create conditions of capacity development, the scale and business scope of the company, promoting the accumulation of capital, using financial resources and other resources of the company to invest in, contribute capital and participate in association with other enterprises, accelerating the equitization and diversification of ownership of the member units of the company.

3. To convert the parent companies being state-owned companies into the form of one member limited liability company or shareholding company under the provisions in clause 1 Article 166 of the 2005 Enterprise Law.

Article 35. Subjects of reorganization and conversion

The following subjects meeting the conditions specified in Article 36 of this Decree shall be reorganized, converted upon the form of parent - subsidiary company that parent company is one member limited liability company owned by the State:

1. The corporations decided to establish by the State.

2. State-owned company is subsidiary company in the corporations that has decided to be converted to the form of parent - subsidiary company but not yet completed the conversion.

3. The independent accounting member companies of the corporation decided to invest and set up by the State.

4. The independent State-owned company.

Article 36. Conditions of reorganization and conversion

1. For state-owned corporation, it must meet the following conditions:

a) All member units, which have been or are being converted or its list has been approved by the competent authority and the equitization plan or convesion into form of one member limited liability company to complete the structure including parent companies, subsidiaries, associated companies.

b) The parent company expected to establish must meet sufficient conditions of conversion into the one member limited liability company as defined in Decree No.95/2006/ND-CP dated September 08, 2006 of the Government and Decision of the Prime Minister on the criteria for classification of state-owned companies.

c) The parent company has large size, ability to use its funds or feasible plan to raise capital and invest enough capital in subsidiaries, associated companies to dominate the subsidiaries, use of secret technology, brand and market to dominate its subsidiaries.

d) The Corporation has the ability to develop, do business multi-lines in which have a primary business line; there are many subsidiary units in the country and foreign countries.

2. For independent state-owned companies, independent accounting affiliates of the corporation; it must meet the following conditions:

a) To be able to organize into parent company with large size or the parent company having the ability to use financial resources, technological know-how, brands, markets to make the capital investment, dominate other enterprises.

b) The parent company expected to establish must meet sufficient conditions of conversion into the one member limited liability company as defined in Decree No. 95/2006/ND-CP September 08, 2006 of the Government and Decision of the Prime Minister on the criteria for classification of state-owned companies.

c) Being have dominant shares, contributed capital in many other enterprises or being approved by the Prime Minister (if being member enterprise of the corporation decided to establish by the the Prime Minister), the Minister, the provincial-level People's Committees (if being independent state-owned company) the equitization plan of parts of the company (other than parts forming parent company), or approved contribution, investment plan over 50% of the charter capital of the company into the other companies to hold dominant shares, contributed capital in these companies.

Article 37. Mode of organization and conversion for corporation, independent accounting member company of the corporation

1. The State-owned Corporation meets the conditions specified in clause 1 Article 36 of this Decree, depending on the nature of business lines, technology, business relations, capital investment and the nature of interdependence between the corporation with member units and between member units together, may be reorganized according to the following methods:

a) Offices, management agencies of the corporation, the dependent accounting member units, business units together with one or a number of independent accounting member companies having key positions in the corporation or operation in the field of main business lines of the corporation shall be reorganized into parent company. In case of conversion and reorganization of corporation with large size that the including one or more independent accounting member companies into parent company is not necessary, may organize the offices and management agencies of the corporation, the dependent accounting member units, business units into the parent company.

The enterprises meeting the provisions in clause 1 of Article 31 of this Decree become the subsidiaries, the enterprises having non-dominant contributed capital become the associated companies.

b) Where the conversion of the entire-business-lines accounting corporation, the offices and management agencies of the corporation and the dependent accounting member companies having key positions in the corporation or operation in the field of main business lines of the corporation shall be reorganized into parent company.

The enterprises meeting the provisions in clause 1 Article 31 of this Decree become the subsidiaries; the enterprises having non-dominant contributed capital become the associated companies.

c) Where the corporation operating in the form of parent - subsidiary company that there is still the parent company, subsidiary company being the state-owned companies, then only convert such parent company and subsidiary company into one member liability limited company or shareholding company depending on the conditions provided in clause 1 Article 36 of this Decree.

2. Independent accounting member companies of the corporation meeting sufficient conditions specified in clause 2 Article 36 of this Decree, depending on technology characteristic, depending nature and investment relationship that has been formed with corporations, may be separated into the independent parent company or remain in the structure of corporation.

3. The business units, institutes and schools to be of the corporation, depending on the extent and requirements associated with the parent company on capital, finance, technology, market, research, training, may be converted into the dependent accounting division of the parent company or converted into subsidiaries, associated companies.

Where the research institute to be of corporation frequently applying research results and technology transfer to manufacture, trade, having contributed capital in the enterprises applied research results by the institute, if they satisfy the conditions on the parent company as specified in clause 2 Article 36 of this Decree, may be converted into the independent parent company or remain in the structure of corporation.

4. The parent company that was formed after the conversion must be held in the form of one member limited liability company. The order and procedures of conversion into one member limited liability company shall comply with the Decree No.95/2006/ND-CP dated September 08, 2006 of the Government.

In case of conversion into the parent company in the form of shareholding companies, it shall comply with the provisions in clause 3 Article 47 of this Decree.

Article 38. Modes of reorganization, conversion for the Independent State-owned company

1. Independent state-owned company meeting sufficient conditions specified in clause 2 Article 36 of this Decree converted into the parent company; the dependent-accounting units, depending on the size and nature of capital investment of the independent State-owned company, the importance and strategy of the independent state-owned companies, may be converted into one of the forms of subsidiaries defined in clause 2 Article 31, associated companies specified in clause 3 Article 31 of this Decree.

2. Form of parent company is in compliance with provisions in clause 4 Article 37 of this Decree.

Article 39. Competence and procedures of making, approving list, plans of conversion

1. Ministries and provincial-level People's Committees make list, conversion plan of corporations, independent state-owned companies decided to establish by the Ministry, the provincial-level People's Committees. The Management Board of the corporation decided to establish by the Prime Minister make conversion plan of corporations and the list of converting independent accounting member company of the corporation.

2. Based on conditions prescribed in Article 36 of this Decree and the actual state of the corporation, independent accounting member companies of the corporation, independent state-owned companies:

a) Ministries and provincial-level People's Committee decide to approve the list, plans and the conversion of the corporation, independent accounting member companies of the corporation, independent state-owned companies dedided to establish by its own.

b) Management Board of the corporation decided to establish by the Prime Minister submits to the Prime Minister for approving the plan of conversion of corporation and the list of independent accounting member companies of the corporation to be converted.

Article 40. Responsibilities of the corporation, state-owned company to be converted

1. Corporation, independent accounting member companies of corporation, independent state-owned company (hereinafter called as the corporation, company) allowed to select and approve list and conversion plan, reorganize into corporation upon the form of parent - subsidiary company are responsible for:

a) Reviewing each member unit, all corporations, companies, compared with conversion conditions, determining the structure and mode of conversion, the legal form of the parent company and each subsidiary.

b) Inventorying, classifying, determining the types of capital, assets, liabilities and current employees; determining the total estimated capital of parent company, the parent company's estimated capital invested in each one member liability limited company owned by itself and in the enterprises which have dominate or non-dominant capital of the parent company; making financial report to the time of conversion.

c) Developing conversion scheme, reorganizing corporations, companies upon the form of parent - subsidiary companies and plans of dealing with capital, assets, finance and labor when converting.

Conversion, reorganization scheme must include at least the following contents: the actual status of business organizations, managerial organization; production, business result of the corporation, company and each member unit; situation of finance, investment, capital contributions of corporations, companies and each member unit in the other enterprises; expecting structure, the number and types of subsidiaries, associated companies; model, organizational structure, functions and duties of the parent company; methods of reorganization, conversion, conversion plan estimation upon the form of parent - subsidiary company; expecting the plan of transfering benefits, obligations, assets, liabilities, labor for the parent company and each subsidiary; changes on production and business after the conversion.

d) Making charter draft of the parent company and subsidiary, in which the relationship between parent company and subsidiary must be clearly determined.

2. The corporations, companies that in fact have formed the structure of member unit meeting the conditions specified in Article 55 of the Law on State-owned Enterprises are not required to make the conversion scheme, only to implement the provisions in point d clause 1 of this Article.

Article 41. Submission, approval of scheme and decision on conversion

Submission, approval of scheme and decision on conversion upon order, procedures as follows:

1. Person who decides to establish the corporation, independent state-owned company, independent accounting member company of the corporation is the person approving the conversion scheme, deciding on the route and the conversion of the corporation, company; approving charter of the parent company.

2. Decision of conversion must have at least the following contents: name, address, legal form of the parent company and subsidiaries, associated companies; objectives, lines of business, charter capital of the parent company; number and the capital ratio of the parent company in each subsidiary, associated company; the liability of parent company and each subsidiary for the consuming of the rights, obligations and handling of existing and arising problem during the course of conversion.

Where the conversion upon the form of parent - subsidiary company that the parent company is one member limited liability company, the decision of conversion must have the following additional contents: name and address of the organization being owner and individuals who are appointed to be proxy to exercise the rights and obligations of owners of parent company.

Article 42. Principles of handling capital, assets, finance and labor when converting

1. All assets of the corporation, independent accounting member company, and independent state-owned company are calculated by value when converting.

2. The existing assets to be of ownership of the corporations, independent accounting member company and independent state-owned company shall be inventoried, classified, determined quantity, the real status. The existing assets to form asset directly managed by parent company and the assets transferred to the subsidiary being one member limited liability company, shall not required to re-valuate assets value. The case of change of ownership must revaluate the assets value at market price in accordance with the law regulations on ownership conversion.

3. Leased, borrowed, kept or deposited assets: the new company formed after the conversion, reorganization shall continue to rent, borrow, kept or receive deposite under the agreement with persons who have assets for lease, loan and deposit.

4. Redundant assets having no need to use, congested awaiting liquidation, asset lost and other damages on assets are handled in accordance with current legislation.

5. Principle of handling liabilities:

a) For collection debts of the corporation, independent accounting member company, independent state-owned companies converted to the parent company and collection debts of the arranged, restructured, converted member units of State-owned corporations, independent state-owned companies, independent accounting member companies of the state-owned corporations: the parent company and rearranged, reorganized, converted affiliates of State-owned corporations, independent state-owned companies, independent accounting member companies of the state-owned corporations are responsible for receiving and recovering the due debts be able to collect. For the collection debts but unable to recover, after determining clearly the cause and the responsibility of collective, individuals; the company shall be responsible for receiving and recovering the debts accounted capital reduction of ownership for the difference between the value of losses and compensation levels of collective or individuals.

b) For the payable liability: newly formed parent company, the arranged, restructured, converted member units of State-owned corporations, independent state-owned companies, independent accounting member companies of the state-owned corporations are responsible for assuming payable liabilities to creditors as committed, including tax debts, the budget debts, officers and employees debts; paying due debts according to the plan already approved by competent authorities. The unclaimed payable liabilities and assets value unable to determine its owners shall be calculated in the owner's capital in the parent company and the new formed subsidiaries after the conversion. The handling of payable liabilities of the member company converted into Shareholding Company shall comply with the regulations on equitization of state-owned companies.

6. Parent company and subsidiaries established on the basis of conversion and reorganization of the member units of state-owned corporations or independent state-owned companies, independent accounting member companies of the state-owned corporations are responsible for continuing to use the existing number of employees, assuming all rights and obligations to employees in accordance with the plan already approved by competent authorities and in accordance with the law regulations on rearrangement, reorganization and equitization, conversion of state-owned companies into one member limited liability company; the number of redundant employees is handled under the general policy in the process of reform and restructuring of state-owned companies. The employees who voluntarily terminate their labor contracts are entitled to enjoy their regimes under the law regulations on labor.

Article 43. Principle of determining charter capital of parent company

1. Charter capital of the parent company was formed from the conversion of companies, independent accounting member companies of the corporation, independent state-owned companies is the capital which invested by the State and recorded in the charter of parent company, including:

a) Actual State capital on the accounting books at the time of conversion settled centrally accounting in corporation, independent accounting member companies of the corporations, independent state-owned companies.

b) Charter capital of one member limited liability Company owned by the corporation, independent accounting member companies of the corporation, independent state-owned companies.

c) State Capital contributed in the shareholding companies, limited liability companies with two or more members and invested abroad by the corporations, independent accounting member companies of the corporation, independent state-owned companies.

d) State capital invested addition in the parent company (if any) in case of converting corporations, independent state-owned companies; corporation capital invested addition in the parent company (if any) in case of converting independent accounting member companies of the corporation.

đ) After-tax profit is reinvested and extracted for addition into charter capital.

2. Charter capital of the parent company is not less than the capital level upon criteria, the list of classification of state-owned companies and state-owned corporations issued by the Prime Minister:

a) For the parent company converted from a corporation: not less than the capital level prescribed for state-owned corporation.

b) For the parent company converted from independent accounting member companies of the corporation or independent state-owned companies: not less than the capital level prescribed for state-owned companies.

3. When decreasing or increasing charter capital, the parent company must promptly adjust in the balance sheet, register with the business registration agency.

Article 44. Business registration and registration of assets

1. Parent company and each subsidiary company after the conversion must be re-registered under the law corresponding to the legal form of such companies.

2. Member company that before the conversion was the one member limited liability company or Shareholding Company shall not be required for re-registration.

3. The naming for the parent company converted from state-owned corporations, the parent company in the form of parent - subsidiary company, parent company in the economic group shall comply with the provisions of Decree No.88/2006/ND-CP dated August 29, 2006 on business registration.

4. After being granted the business registration certificate, the parent company and each subsidiary must make the procedures of registration of property ownership transferred from the corporations or member companies at the competent state agency. All assets transferred ownership from the corporations or member companies to parent companies, subsidiaries are not required to pay enregistrement fee.

Article 45. Receipt of rights and obligations of converted corporation

The parent company and member units reorganized from the conversion of corporations decided to invest and set up by the State is responsible for assuming the lawful rights, benefits and obligations of the corporation, member companies converted.

Article 46. Rights and obligations of state ownership for the parent company after the conversion

For enterprise being converted into the parent company that is one member limited liability company owned by the State, the organization assigned as the owner exercising the rights and obligations of owner for parent company under the provisions of Article 64, Article 65 and Article 66 of the Enterprise Law and related legislation.

Chapter 5:

IMPLEMENTATION PROVISIONS

Article 47. Effects

1. This Decree takes effect 15 days after its publication in Official Gazette and replaces Decree No.153/2004/ND-CP dated August 09, 2004 of the Government on organization, management of the State-owned corporations, indepentdent State-owned companies and conversion of the State-owned corporations, indepentdent State-owned companies upon the form of parent-subsidiary companies.

2. The State Corporation decided to invest and set up by the State, independent state-owned companies, independent accounting member companies of the corporation, the parent company being state-owned companies in the model of parent – subsidiary company, parent companies in the economic group decided to establish by the Prime Minister, meeting the requirements specified in clause 3 Article 74 of the 2003 Law on State-owned Enterprises and the conditions provided in Article 36 of this Decree, must be converted to the form of parent - subsidiary company before July 01, 2010.

3. Corporation or independent state-owned companies, independent accounting member companies of the corporation satisfying the conditions specified in point a and point c clause 1 Article 36 or point a and point c clause 2 Article 36 of this Decree but not subject to the case the State holds 100% of charter capital is converted to the form of parent - subsidiary company in which the parent company is the shareholding company; order and procedures for the transfer into shareholding company is according to the current regulations on equitization of state-owned companies. Mode of reorganization and conversion upon the form of parent company - subsidiary company may apply the provisions in Article 37 and Article 38 of this Decree.

4. The enterprises specified in clause 2 and clause 3 of this Article which are in the process of conversion to the form of parent - subsidiary company, may continue to operate under the State-owned Enterprises Law, this Decree and relevant legislation to prior to July 01, 2010.

5. State-owned corporation decided to invest and set up by the State not meeting the conditions of conversion upon the form of parent company - subsidiary company must be reorganized, changed its ownership or dissolved; measures, the term of reorganization, change of ownership or dissolved in accordance with the Government provisions on the establishment, reorganization, dissolution or change of ownership of state-owned companies.

6. For the State-owned corporations, independent state-owned companies, independent accounting member companies of the State-owned corporation having enough conditions of conversion and reorganization upon the form of parent - subsidiary company, in which the company held 100% of the charter capital by the State, then when performing the conversion, it must be formed the parent company being one member limited liability company.

7. For the State-owned corporations, independent state-owned companies, independent accounting member companies from the corporation approved conversion scheme in which the parent company is state-owned companies but not yet registered business and not yet reregistered assets, shall adjust the plan of forming parent company and make business registration under the form of one member limited liability company owned by the State.

Article 48. Responsibility for implementation and execution

1. The Ministries of: Planning and Investment, Finance, Labour - War Invalids and Social Affairs, Home Affairs shall guide the implementation of this Decree.

The Ministry of Planning and Investment is responsible for monitoring the implementation of this Decree.

2. The ministers, heads of ministerial-level agencies, heads of Governmental agencies, Chairmen of People's Committees of provinces and cities directly under the Central Government, the presidents of the Board Management, General Director of the economic groups, the state-owned corporation are responsible for the implementation of this Decree./.